"must be determined by the French tribunals, and not by "this Court" (g).

CC. This point of residence under constraint as an exile, seems to have been quite applicable to the succession to the goods of Henrietta Maria, which is mentioned in another part of this work.

XI. NECESSARY DOMICIL-CORPORATION.

CCI (h). The definition of Domicil which has been given above, and every other definition, is founded upon the habits and relations of the natural man; and is therefore, of course, inapplicable to the artificial and legal person whom we call a Corporation.

It is, nevertheless, necessary, for the purposes of justice, that an artificial domicil should be assigned to this artificial person, and one formed on the analogy of natural persons.

In most cases there is a clear and palpable connection between the territory and the legal person, e.g. municipalities, churches, hospitals, colleges, and the like.

More difficulty arises in the case of companies and societies, formed for the purpose of carrying on commerce and traffic, to which it is difficult to assign a definite seat, as in the case of traffic carried on by means of steamboats, railways, and electric telegraphs, which may be connected with and pass through different territories, as every Rhine steamer, and almost every German railway, does and in

(g) The practice of the Court in these cases is thus stated :-"The precise form in which the Court must pronounce its sentence is this: That the deceased, at the time of his death, was a domiciled subject of France, and that the Courts of that country are the competent authority to determine the validity of his will, and the succession to his personal estate; and, as in the case of Hare v. Nasmyth (2 Addams, p. 25), the Court suspends proceedings here, as to the validity of the will, till it is pronounced valid or invalid by the tribunal of France."

[See The Lauderdale Peerage, L. R. 10 App. Ca. p. 692.] (h) Savigny, R. R. viii. s. 354.

these cases, one of two things must happen-viz. either a domicil must be specified in the charter of their constitution (i), or the court which exercises jurisdiction with respect to it must determine, by artificial rules, which is the central point of the enterprise (j) and make that the domicil.

the

CCII. The leading English case upon this point is the Carron Iron Company v. Maclaren (k). It was a question of domicil for the purposes of jurisdiction. The case travelled through the Rolls Court to the House of Lords; and the result of it seems to be that a company, according to English Law, may have two domicils for the purposes of jurisdiction; but that such a domicil cannot be created by agency of a person who has no concern whatever in the management of the affairs of the company, although he be employed in selling its goods. The doctrine of Principal and Agent had more influence on this decision. than the ordinary rules of Domicil (1). By a later judgment (1872) of the Court of Queen's Bench, it has been ruled that a Foreign Corporation carrying on business in England, although not incorporated according to English Law, may be sued as defendants in an English Court, in respect of a course of action which arose within the jurisdiction (m), and that service of the writ on the head officer of the English branch of the business is a proper service.

(i) This has been done in the case of various Prussian and Saxon Railways. Savigny, R. R. viii. s. 354, note g.

(j) "Der Mittelpunkt der Geschäfte; le centre de l'entreprise." Ibid. s. 354.

(k) 5 H. L. Cases, p. 416.

(1) Maclaren v. Stainton, 16 Beav. p. 279.

(m) Newby v. Van Oppen and the Colt's Patent Firearms Manufacturing Company, L. R. 7 Q. B. p. 293.

In this case the law laid down by Lord St. Leonards, in the Carron Iron Company v. Maclaren, as to there being two domicils for forensic purposes, one here, and one in the foreign country, is approved of. In the case of the Princess of Reuss v. Bos (L. R. 5, Eng. and Ir. App. p. 176), the House of Lords held that an association might be registered as a joint-stock company in England and thereupon incor

In America (U.S.) a Corporation may be sued by service on its agencies in States other than that of its creation— though, as a general rule, it has no legal existence out of the State by which it is created. A corporation created in one State of the American Union can make no valid contract in another State without the sanction, express or implied, of the latter; and hence laws restricting or prohibiting the exercise of legal rights by Foreign Corporations are constitutional (n).

[The ownership by Companies, registered in England under the Companies Acts, of railways, docks, gas factories, and other works of a public nature, situate in foreign countries, has much increased within the last quarter of a century. Such companies have their offices and their boards of direction in London, but their undertakings wholly on foreign soil. It has been decided that they are so far domiciled in England as to bring them under the jurisdiction, though not exclusively, of the English courts, even in an action on a contract made in the foreign country and relating to immoveable property lying within that country (o).]

porated by English law, though the seven shareholders who made the application were resident abroad. The first directors nominated were foreigners, only one having even a temporary residence in England, and the main objects of the Company were to be carried into execution abroad; and it was ruled that upon such a registration the usual effects would follow, and the Company might be wound up like any ordinary English company.

(n) Wharton, § 48 a, and cases there cited. [Vide infrà, § ccclxxxv. B, note as to alien corporations in the United States.]

[(0) Buenos Ayres and Ensenada Port Railway Company v. Northern Railway Company of Buenos Ayres, L. R. 2 Q. B. D. p. 210. In this case the property lay within the Argentine Republic. Cf. the Civil Code of that State, lib. i. secc. i. tit. vi. art. 3:-"El domicilio de las corporaciones, establecimientos, y asociaciones autorizadas por las leyes ó por el Gobierno, es el lugar donde está situada su direccion ó administracion, si en sus estatutos ó en la autorizacion que se les dió, no tuviesen un domicilio señalado." Art. 4 treats of subsidiary establishments which have a domicil for local purposes.

See Lindley on Partnership, Appendix 1.]

CHAPTER XII.

DOMICIL OF CHOICE.

CCIII. IT remains to consider the Domicil of Choice, which may be conveniently considered under the question of Change of Domicil, the subject of this chapter.

CCIV. It may be taken as a general maxim of European and American Law (a) that every person sui juris is at liberty to choose his domicil and to change it according to his inclination.

CCV. An exception to this rule was made, in the time of Grotius, with respect to the subjects of Russia (b); but the laws of that country, with respect to naturalization, allegiance, and nationality, matters closely connected with domicil, have undergone a great change since 1864 (c).

(a) "Nihil est impedimento quo minus quis, ubi velit, habeat domicilium quod ei interdictum non sit.”—Dig. lib. 1. t. i. 31, Ad Municip. "Domicilium re et facto transfertur non nudâ contestatione sicut in his exigitur qui negant se posse ad munera ut incolas vocari."-Ibid. 20. "Incola jam muneribus publicis destinatus, nisi perfecto munere, incolatui renuntiare non potest."-Ibid. 34. "Non tibi obest, si cum incola esses, aliquod munus suscepisti, modo si antequam ad alios honores vocareris domicilium transtulisti."-Code, lib. x. t. xxxix. 1, De Incolis. Vide antè.

(b) Grotius says, De Jure Belli et Pacis, lib. ii. c. v. s. 24: "Solet hic illud quæri, an civibus de civitate abscedere liceat, veniâ non impetratâ. Scimus populos esse ubi id non liceat, ut apud Moschos: nec negamus talibus pactis iniri posse societatem civilem, et mores vim pacti accipere. Romanis legibus, saltem posterioribus, domicilium quidem transferre licebat: sed non eo minus qui transtulerat municipii sui muneribus obligabatur. Verum in quos id constitutum erat, ii manebant intra fines imperii Romani: atque ea ipsa constitutio specialem spectabat utilitatem tributariæ præstationis."

(c) See note at the end of this chapter.

CCVI. According to the Roman Law, if the change of abode were made to avoid discharging the offices, or paying the taxes of the place of domicil, two things were required -one that the change of domicil should be real and boná fide; another, that it should have been made before the nomination to the office or the assessment of the tax had taken place.

CCVII. Questions as to change of domicil may be classed under two divisions,-1. Change of Domicil from one town or one province to another within the same country; 2. Change of Domicil from one country to another. But as the same principles apply to both, it will be convenient to consider them together.

CCVIII. Whenever the facts and circumstances are such as to beget a doubt whether a domicil has been acquired or not, recourse must be had to probable conjectures (d) (conjecturæ probabiles); and though all cases must in a great measure be dependent on their particular circumstances, yet it is most important to bear in mind that the opinion of jurists and the decisions of Courts of Justice have impressed a character upon certain circumstances, as affording the best criteria of Domicil, as legal presumptions of the intention of the party deduced from his acts. "In allegations" (says Lord Chancellor Cottenham) "depending upon intention, difficulties may arise in coming "to a conclusion upon the facts of any particular case;

(d) "Quoties autem non certo constat ubi quis domicilium constitutum habeat, et an animus sit inde non discedendi, ad conjecturas probabiles recurrendum, ex variis circumstantiis petitas, etsi non omnes æquè firmæ, aut singulæ solæ consideratæ non æquè urgentes sint, sed multum in iis valeat judicis prudentis et circumspecti arbitrium." J. Voet, lib. v. t. i. s. 97. De Judiciis, &c. "Plusieurs lois romaines énonçaient diverses circonstances comme signes caractéristiques de domicile."-Duranton, tome i. § 354. See, too, the speech of the Avocat-Général in the case of Mademoiselle de Choiseul." Mais comment connaître le fait de l'habitation réelle; comment avoir des preuves de la volonté ? &c. &c. Les juges ne peuvent donc en décider que par des conjectures."-Denisart, Domicile, II. s. 1.